Our lawyers provide innovative and practical counsel on a wide variety of capital raising and securities law compliance matters. We represent clients ranging from emerging private companies to established public companies. With each, we build long-term relationships, generating efficiencies and helping them realize their business goals.

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Paul, Weiss represented Churchill Capital Corp, which on September 11, 2018 completed an initial public offering of 69,000,000 units, including 9,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full.

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Paul, Weiss is representing Canadian oil producer Raging River Exploration Inc. in its merger with Baytex Energy Corp., another Canadian oil producer, for a combined enterprise value of approximately $5 billion.

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Paul, Weiss is representing Canadian online gaming company The Stars Group Inc. in its $4.7 billion cash-and-stock acquisition of U.K.-based gambling company Sky Betting & Gaming from CVC Capital Partners and Sky plc.

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Paul, Weiss client Nutrien Ltd., formed through the recently completed $40 billion merger of equals of Agrium Inc. and Potash Corporation of Saskatchewan Inc., completed exchange offers and consent solicitations in respect of sixteen series of outstanding notes and debentures of Agrium and Potash in the aggregate principal amount of approximately $8 billion.

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Aurum Group, an Apollo-owned retailer of luxury watches and jewelry, raised £265 million from a first-ever issuance of senior secured notes due 2023, with a portion of the proceeds used to refinance its existing term loan.

U.S. regulations imposing stay requirements on the terms of swaps, repurchase agreements and other qualified financial contracts of globally systemically important banks (GSIBs) take effect on January 1, 2019 in support of a policy…

As an aid to those trying to keep track of the moving pieces, we set out below the key concepts and players in a slightly different format. This update reflects events up through November 25th, the date on which the draft Withdrawal…

Following months of negotiations, on November 25th, the negotiating teams for the UK Government, led by Prime Minister Theresa May, and the European Union, led by its chief Brexit negotiator Michel Barnier, reached agreement on a…

In this video, corporate partners Andrew Foley and Ted Maynard discuss significant U.S. legal and regulatory developments during the third and second quarters of 2018 that may be of interest to Canadian companies and their advisors.

On October 16, 2018, the Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (“Report”) (available here) cautioning public companies to carefully consider cyber threats when implementing and maintaining…

The Association for Financial Markets in Europe (“AFME”) and the European Association of Independent Research Providers (“Euro IRP”) recently published industry-wide guidance (the “Guidance”) in respect of the rules adopted by the UK…

Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…

On August 17, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments (available here) to certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in…

With exactly seven months remaining until the United Kingdom is scheduled to withdraw from the European Union, its negotiations with the EU on the terms of its withdrawal and its future relationship are, in the words of Prime Minister …

As the Brexit negotiations between the UK and the EU27 (not to mention the internecine battles among factions in the Conservative Party, the cabinet and Parliament) continue, keeping track of the players and their positions, and where …

The SEC recently proposed rules that amend and simplify disclosure requirements for issuers and guarantors of registered offerings of guaranteed and secured notes. The proposed rules are intended to focus disclosures on material…

The SEC recently adopted final rules to revise Securities Act Rule 701(e), which allows private companies to offer securities to employees without having to comply with federal registration requirements.

On June 28, the SEC voted on several final rules and rule proposals, including the adoption of final rules that broaden the definition of “smaller reporting company” and that require the use of the Inline XBRL format in certain…

The second anniversary of the Brexit referendum is upon us, an entirely inconclusive meeting between Prime Minister Theresa May and her fellow members of the European Council has just ended, and the proverbial clock continues to count …

On June 11, 2018, the UK Financial Conduct Authority (the “FCA”) published a special edition of its Primary Market Bulletin containing a consultation (the “Consultation”) on an update to its existing guidance on periodic financial…

The SEC, following approval by the Federal Reserve, Treasury, the FDIC and the CFTC, recently proposed amendments to the “Volcker Rule,” a key element of the Dodd-Frank Act. The proposed amendment are designed to simplify the Volcker…

On May 24, following passage in both the House and Senate earlier this year, President Trump signed into law a financial services reform bill relaxing certain elements of the Dodd-Frank Wall Street Reform and Consumer Protection Act…

On April 18, 2018, by a vote of 4-1, the Securities and Exchange Commission proposed a package of rulemaking and interpretations addressing investors’ relationships with broker-dealers and investment advisers.

On April 24, 2018, the Securities and Exchange Commission announced that Altaba, the company formerly known as Yahoo! Inc., agreed to pay a $35 million penalty as part of a cease-and-desist order to settle charges that it misled…

On March 16, 2018, the Center for Audit Quality (the “CAQ”) published Non-GAAP Financial Measures: A Roadmap for Audit Committees (the “Roadmap”) to provide guidance to audit committees on advancing their oversight and involvement…

On March 12, 2018, the Securities and Exchange Commission (the “SEC”) issued a cease-and-desist order against Credit Karma, Inc. (“Karma”) for failure to comply with the disclosure requirements of Rule 701 promulgated under the…

The Senate recently voted 67-31 in favor of the Economic Growth, Regulatory Relief and Consumer Protection Act. The legislation, if enacted into law, would represent one of the most significant changes to the Dodd-Frank Wall Street…

The U.S. Court of Appeals for the Fifth Circuit recently set aside the Department of Labor’s (DOL) so-called “fiduciary rule,” holding that it exceeded the regulatory authority granted to DOL by the Employee Retirement Income Security …

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the fourth quarter of 2017 of interest to Canadian companies and their advisors.

On December 22, 2017, the Securities and Exchange Commission (the “SEC”) published new guidance for SEC reporting companies, auditors and others to help ensure timely public disclosures of the accounting impacts of the Tax Cuts and…

Recent headlines trumpeted a breakthrough on the Brexit discussions between the UK and the EU27 and, while it is correct that an important milestone has been achieved, many observers see the next phase as the hard part because…

The publication on Friday morning (December 8) of the Joint Report from the Negotiators of the European Union and the United Kingdom Government on Progress during Phase 1 of Negotiations Under Article 50 TEU on the United Kingdom’s…

The SEC has approved an NYSE rule change prohibiting listed companies from issuing material news after the official closing time for the NYSE’s trading session until the earlier of 4:05 p.m. Eastern Time or the publication of the…

One of the key messages conveyed by the Staff (the “Staff”) of the SEC’s Division of Corporation Finance (the “Division”) at the annual gathering in Washington, D.C. for the AICPA’s 2017 Conference on Current PCAOB and SEC…

The UK Financial Conduct Authority (the “FCA”) recently published a policy statement(the “Policy Statement”) that addresses the availability of information as part of the initial public offering (“IPO”) process in the United Kingdom.

On October 26, 2017, the UK Financial Conduct Authority (the “FCA”) published a policy statement (the “Policy Statement”)that introduces a number of changes to the UK Listing Rules (“LRs”) and related guidance.

Private companies granting share-based compensation to their employees often will rely on Rule 701 under the Securities Act of 1933 (the “Securities Act”), particularly if the employees being granted options or restricted stock units…

On January 3, 2018, the European Union’s revised Markets in Financial Instruments Directive (“MiFID II Directive”) and the new Markets in Financial Instruments Regulation (“MiFIR,” and together with the MiFID II Directive, “MiFID II”) …

The SEC has proposed amendments to Regulation S-K and related rules to improve readability and navigability of disclosure documents and to discourage disclosure of immaterial or repetitive information. We discuss the proposed…

The Department of the Treasury recently issued a report outlining proposed changes to U.S. capital markets regulations, providing a regulatory “road map” for the SEC and the CFTC. The reforms, including several aimed at expanding and…

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the third quarter of 2017 of interest to Canadian companies and their advisors.

On September 21, the Securities and Exchange Commission (“SEC”) and its Division of Corporation Finance issued interpretative guidance on the calculation of CEO pay ratio disclosure for public companies.

The European Commission recently issued a proposed regulation establishing a framework for screening foreign investments into the European Union. The regulation, if adopted, would authorize EU member states, as well as the Commission…

London-based securities partner Mark Bergman will participate in an hour-long briefing by the Practising Law Institute, “Accessing the U.S. Capital Markets From Europe Without SEC Registration: Understanding the Interplay Between…

In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the second quarter of 2017 of interest to Canadian companies and their advisors.

On June 30, 2017, the final text of a new EU regulation entitled “Regulation on the prospectus to be published when securities are being offered to public or admitted to trading on a regulated market” (the “Prospectus Regulation”)was…

The Treasury Department recently issued the first of four reports in response to President Trump’s February executive order setting forth “Core Principles” intended to guide U.S. financial regulatory system reform. This first report…

On June 8, the House of Representatives passed a revised version of the Financial CHOICE Act that would repeal or modify significant portions of the Dodd-Frank Act and address a wide range of other financial regulations.

On June 1, the Public Company Accounting Oversight Board adopted a new audit standard requiring disclosure of “critical audit matters” in the auditor’s report. The new audit standard is subject to approval by the SEC.

President Trump recently directed the review of provisions of the Dodd-Frank Act relating to orderly liquidation of non-bank financial institutions and the powers of the Financial Stability Oversight Council. While not resulting in…

Following a recent judgment by the D.C. District Court finding that certain provisions of the SEC’s “conflict minerals” disclosure rule violate companies’ First Amendment rights, the SEC has indicated that it will not enforce those…

In a 4-1 split decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court affirmed the Court of Chancery’s decision permitting termination of a merger agreement by the acquirer based on the …

On March 22, 2017, the Securities and Exchange Commission (“SEC”) adopted, as proposed, an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 to shorten by one business day the standard settlement cycle for most…

In line with its objective of ensuring the UK capital markets function well and remain effective, last year the UK Financial Conduct Authority (the “FCA”) committed, as part of its 2016/17 Business Plan, to conduct a review of the…

On March 1, 2017, the Securities and Exchange Commission issued several proposed and final rules intended to update certain disclosure requirements. This memorandum describes the updated rules, which affect a variety of issuers.

On February 3, President Donald Trump signed an executive order setting forth "Core Principles" intended to guide the regulation of the U.S. financial system. Although not specifically mentioned, revisions to the Dodd-Frank Act are…

The SEC recently announced a settlement with Allergan, Inc.,
under which Allergan agreed to pay a $15 million penalty and
admitted to violating requirements to update prior disclosure to
reflect M&A negotiations in which the…

On January 17, 2017, the Court of Appeals for the Second Circuit
issued its long-anticipated opinion in Marblegate Asset
Management, LLC v. Education Management Finance
Corp., ruling that Section
316(b) of the Trust Indenture…

U.S. proxy advisory firms ISS and Glass Lewis recently issued
their respective voting policies for the 2017 proxy season. In this
client memorandum, we summarize key policy changes. The changes
show a consensus in approach…

In this video, corporate partner Andrew Foley, a member of the
Canadian Practice Group, discusses third-quarter U.S. legal
developments that could impact Canadian companies and their
advisors, including increased scrutiny of…

On November 1, 2016, the staff of the Securities and Exchange
Commission's Division of Corporation Finance issued an interpretive
letter concluding that, for purposes of Rule 144 of the Securities
Act, the holding period for…

The U.K. High Court today held that the U.K. Secretary of State
does not have the power to give notice pursuant to Article 50 of
the Treaty on the European Union for the nation to withdraw from
the European Union. According …

The Securities and Exchange Commission has voted 2 to 1 to
propose to require the use of universal proxy cards by both
companies and dissidents in contested director elections.
While both sides would still be able to use…

On August 25, 2016, the SEC adopted amendments to Form ADV, and
amendments to Rule 204-2 (the "Recordkeeping Rule") and certain
other rules under the Investment Advisers Act of 1940, as amended
(the "Advisers Act") which…

The SEC recently proposed rule and form amendments that would
require SEC registrants when filing registration statements or
periodic or current reports that are subject to the exhibit
requirements under Section 601 of Regulation …

On July 13, 2016, the Securities and Exchange Commission
proposed amendments to certain of its disclosure requirements that
may have become redundant, duplicative, overlapping, outdated or
superseded, in light of other SEC…

London-based corporate partners Mark Bergman and David Lakhdhir
co-authored a client memorandum, titled "Brexit: Disclosure
Implications for SEC Reporting Companies," that was featured in the
July issues of Insights: The…

In the short period since the June 23 UK referendum on whether
to remain in, or leave, the European Union, the United Kingdom has
faced a remarkable range of political, monetary, economic and
even constitutional…

On June 27, 2016, the Securities and Exchange Commission (the
"SEC") adopted final rules requiring resource extraction issuers to
disclose payments made to the U.S. federal government or foreign
governments for the commercial…

On June 16, 2016, the Securities and Exchange Commission (the
"SEC") announced proposed rules to modernize the property
disclosure requirements for mining registrants, with the objective
of aligning standards with current…

On June 23, 2016 voters in the United Kingdom were asked in a
referendum whether the UK should remain a member of the European
Union or leave the EU. By a vote of 51.9% to 48.1%, the
voters opted to leave.

On May 3, 2016, the SEC adopted final rules, substantially as
proposed in December 2014, under the Jumpstart Our Business
Startups Act (the "JOBS Act") and the Fixing America's Surface
Transportation Act (the "FAST Act") that…

On April 21, 2016, the Securities and Exchange Commission, the
Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Federal Housing…

In this edition of the Paul, Weiss Private Equity Digest, we
take a look at the possibly revived PIPEs market and discuss key
considerations for private equity investors looking to put capital
to work in this space.

On April 4, 2016, as the most recent step in its ongoing battle
against inversion transactions, the U.S. Department of Treasury
issued both new temporary and proposed regulations addressing
certain inversion and post-inversion…

In this video, corporate partner Ray Russo discusses the
phenomenon of crowdfunding, and new rules the SEC adopted under
Title III of the JOBS Act that will permit private companies to
conduct securities-based crowdfunding…

Paul, Weiss was recognized in two categories at the Asian Legal Business Japan Law Awards, including “Debt Market Deal of the Year” for our role in advising Mitsubishi UFJ Financial Group’s TLAC Bond Issuance, and “M&A Deal of the …

Paul, Weiss was awarded “Deal of the Year – Capital Markets” by the Asia Business Law Journal for our role in representing IDG Capital and its portfolio company Titan Gas Technology Investment in Shun Cheong’s reverse takeover and new …